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                                                                   EXHIBIT 10.10

                      AMENDED AND RESTATED PROMISSORY NOTE

$ 2,300,000.00                                              Gainesville, Georgia
                                                                  April 10, 1998

         For value received, the undersigned, Credit Depot Corporation, a
Delaware corporation whose address is 700 Wachovia Center, Gainesville, Georgia
30501, hereinafter referred to as the "Maker," promises to pay to the order of
NewSouth Special Equities, L.P., Midland Financial Group, Inc., James A. Haslam,
111, William E. Haslam, D. Stephen Morrow, Charles K. Slatery, Kenneth Slutsky,
NFC Corp., Kylher Investments 85-1, L.P., Kylher Investments, L. P.-1994, and
NewSouth Capital Management, Inc, Profit Sharing Plan, as their interests may
appear, hereinafter collectively referred to as the "Payee" in amounts based
upon the agreement between the respective payees c/o NewSouth Special Equities,
L.P. located at 1000 Ridgeway Loop Road, Suite 233, Memphis, Tennessee
38120-4023 or such other place as the holder hereof may designate in writing,
the principal sum of Two Million Three Hundred Thousand and No/100 Dollars
($2,300,000.00) or so much thereof as may be outstanding and unpaid, whichever
is less, together with interest from the date hereof at the rates set forth
below.

         Principal and accrued interest thereon shall be due and payable as
follows:

         Beginning on July 10, 1996, and continuing quarterly on the 10th day of
         each month following the beginning of the next successive quarter
         thereafter until the entire balance due hereunder is paid in full,
         Maker shall pay to Lender payments calculated according to the
         following formula:

         i)       Interest. (A) Interest shall accrue at 10% per annum on the
                  principal amount represented by Subject Loans that are current
                  or delinquent for a period of 90 days or less ("Pro Rata
                  Amount-Current) and 15% per annum on the principal amount
                  represented by Subject Loans that are delinquent for more than
                  90 days ("Pro Rata Amount-Delinquent). Loans that are
                  Delinquent for more than 90 days shall be referred to herein
                  as "Delinquent Loans. " The determination of whether a loan is
                  a Delinquent Loan shall be made as of each April 1, July 1,
                  October 1, and January 1, commencing as of April 1, 1998.
                  Interest shall be due and payable quarterly on the dates set
                  forth above. For example, the Pro-Rata Amount-Delinquent shall
                  be determined as of July 1 based upon the amount of Delinquent
                  Loans existing on July 1, and will accrue interest at 15% per
                  annum for the period from (and including) July 1 through (and
                  including) the next September 30th. The interest will accrue
                  at the 15% per annum rate for the entire quarter,
                  notwithstanding the fact that one or more Delinquent Loans may
                  cease to be delinquent for more than 90 days because one or
                  more payments are made during the quarter from July 1 through
                  September 30.

         ii)      The Pro Rata Amount-Current means the product obtained by
                  multiplying the outstanding principal balance under this Note
                  as of the beginning of a particular



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                  quarter by the percentage determined by dividing (A) the
                  aggregate principal balance of all Subject Loans that are not
                  Delinquent Loans as of such date by (B) the aggregate
                  principal balance of all Subject Loans as of such date.

         iii)     The Pro Rata Amount-Delinquent means the product obtained by
                  multiplying the outstanding principal balance under this Note
                  as of the beginning of a particular quarter by the percentage
                  determined by dividing (A) the principal balance of Delinquent
                  Loans as of such date by (B) the aggregate principal balance
                  of all Subject Loans as of such date.

                  "Subject Loans" shall have the meaning assigned to it in the
                  Warehouse Lending Agreement.

         iv)      Principal. In addition, Maker shall make quarterly payments of
                  principal equal to $100,000.00 each to Payee, commencing July
                  10, 1998, and continuing on each October 10, January 10, April
                  10, and July 10 thereafter.

         iii)     Final Payment', Maturity. Maker shall pay the entire remaining
                  unpaid principal balance, together with any and all
                  outstanding interest and charges associated therewith, on
                  April 10, 2000.

         This Note and all Obligations, as defined below, are secured by that
certain CUSTODIAL AGREEMENT BY AND between Maker and Payee and the Custodian
named therein, as amended, hereinafter referred to as the "AGREEMENT."
"Obligations" as used herein shall include all obligations, liabilities or
indebtedness of every kind or nature of Maker hereunder. All documents relating
to the Obligations, including, but not limited to this Note and the Agreement
and the Notes, Mortgages and other documents assigned, from time to time, to
Payee thereunder, now or hereafter relating to this Note and the Obligations,
are referred to hereinafter as the "Loan Documents. " The holder of this Note is
entitled to all of the rights and remedies available under the Loan Documents.

         All payments made hereunder shall be applied first to costs and
expenses incurred by the Payee in enforcing or attempting to enforce the Loan
Documents or in protecting, insuring and otherwise preserving the collateral for
the Obligations, then to the accrued interest and with the balance being applied
to reduce the principal balance.

         If any payment of principal or interest provided for herein is not paid
within fifteen (15) days of its due date hereunder, each such delinquent
payment, including the entire principal balance and accrued interest in the
event of an acceleration of this Note as provided below, shall bear interest, to
the extent permitted by law at an interest rate equal to eighteen percent (18%)
per annum from its due date until date of payment, which interest shall be
immediately due and payable.


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         This Note is hereby expressly limited so that in no contingency or
event whatsoever, whether by acceleration or maturity of the indebtedness
evidenced hereby or otherwise, shall the amount paid or agreed to be paid to
Payee for the use, forbearance or detention of the money advanced hereunder
exceed the highest lawful rate permitted under the laws of the State of Georgia.
If, from any circumstances whatsoever, fulfillment of any provision hereof or of
any other agreement evidencing or securing the indebtedness, at the time
performance of such provision occurs, shall involve the payment of interest in
excess of that authorized by law, the obligation to be fulfilled shall be
reduced to the limit so authorized by law, and if, from any circumstances, Payee
shall ever receive as interest an amount which would exceed the highest lawful
rate applicable to Maker, such amount which would be excessive interest shall be
applied to reduce the unpaid principal balance of the indebtedness evidenced
hereby and not to the payment of interest.

         Prior to demand, this Note may be prepaid in whole or in part at any
time or from time to time without payment of any premium or penalty whatsoever.

         Maker: (a) waives presentment, demand, notice of demand, protest,
notice of protest and notice of nonpayment, notice of dishonor, and any other
notices required to be given under the law to Maker, except as specifically set
forth herein, in connection with the delivery, acceptance, performance, default
or enforcement of this Note, of any endorsement or guaranty of this Note or of
any of the Loan Documents; (b) consents to any and all delays, extensions,
renewals or other modifications of this Note or the Loan Documents or waivers of
any terms hereof or of the Loan Documents or release, substitution or exchange
of any security for the payment hereof or the failure to act on the part of
Payee, release of any collateral on the part of Payee, or any indulgence shown
by Payee, from time to time and in one or more instances (without notice to or
further assent from Maker) and agrees that no such actions, failure to act or
failure to exercise any right or remedy on the part of the Payee shall in any
way affect or impair the Obligations or be construed as a waiver by Payee of, or
otherwise affect any of Payee's rights under this Note, under any endorsement or
guaranty of this Note, or under any of the Loan Documents; and (c) agrees to
pay, on demand, all costs and expenses of collection of this Note or of any
endorsement or guaranty hereof and the enforcement of Payee's rights with
respect to, or the administration, supervision, preservation and protection of,
or realization upon, any property securing payment hereof, including, without
limitation, reasonable attorney's fees in the amount of not less than 15 % of
the obligation.

         This Note is delivered in and shall be construed under the internal
laws and judicial decisions of the State of Georgia, and the laws of the United
States of America as the same might be applicable. In any litigation in
connection with or to enforce this Note or any endorsement or guaranty of this
Note or any of the Loan Documents, Maker irrevocably consents to and confers
personal jurisdiction on the Courts of the State of Georgia, or the United
States Courts located within the State of Georgia, and expressly waives any
objections as to venue in any such courts, and agrees that service of process
may be made on Maker by mailing a copy of the summons and complaint by
registered or certified mail, return receipt requested, to its address as set
forth herein.

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         The occurrence of any one or more of the following events shall,
subject to the right to cure contained herein, constitute an event of default
under this Note: (a) the failure to pay any liability or indebtedness of Maker
to Payee under this Note or the Loan Documents on or before the due date or
within fifteen (15) days after the due date; (b) insolvency of, business failure
of, the appointment of a custodian, trustee, liquidator or receiver for or for
any of the property of, or an assignment for the benefit of creditors by, or the
filing of a petition under bankruptcy, insolvency or other debtor relief law or
for any adjustment of indebtedness, composition or extension, by or against
Maker; (c) Payee determining that any representation or warranty made or
information furnished by Maker to the Payee relating to the Loan Documents is,
or was untrue or materially misleading; or (d) any default or event of default
under the Loan Documents.

         In conjunction with or in addition to the rights and remedies of Payee
set forth herein, upon an event of default as set forth above, after any
applicable grace period, if any, or the failure of Maker to promptly pay any
principal, interest or other charges when due hereunder or under this Note or
any of the Loan Documents, Payee may declare all obligations of Maker to Payee,
including all principal, accrued interest and other charges, owing under this
Note or any of the Loan Documents, although otherwise unmatured and contingent,
to be due and payable, without notice or demand to Maker which rights are hereby
expressly waived.

         Failure at any time to exercise any of the aforesaid options or any
other rights of the Payee shall not constitute a waiver thereof, nor shall it be
a bar to the exercise of any of the aforesaid options or rights at a later date.
All rights and remedies of the Payee shall be cumulative and may be pursued
singly, successively, or together, at the option of the Payee.

         Time is of the essence to the terms of this Note.

         In the event that any provision or clause of this Promissory Note
conflicts with applicable law, such conflict shall not effect other provisions
of this Promissory Note which can be given effect without the conflicting
provision or clause. To this end, the provisions of this Promissory Note are
declared to be severable.

         Upon receipt by Maker, from the holder of this Note of evidence
reasonably indicative of the loss, theft, destruction or mutilation of this
Note, and of indemnity or security reasonably satisfactory, and upon surrender
and cancellation of this Note, if mutilated, Maker will make






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and deliver a new Note of like tenor and unpaid principal amount in lieu of this
Note.

         IN WITNESS WHEREOF, Maker has set its hand and affixed its seal to this
instrument effective as of the day and year first above written.

                                    MAKER:
                                    CREDIT DEPOT CORPORATION
                                    A DELAWARE CORPORATION

                                    BY: /S/ GERALD F. SULLIVAN            (Seal)
                                        ----------------------------------
                                        GERALD F. SULLIVAN, VICE-CHAIRMAN


AFFIX CORPORATE SEAL

[SEAL]






















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